Advice/Guidance on Special Meeting to Remove Board Member

We have a small HOA of 38 members and we would like to proceed to remove 2 out of 2 directors from the board. I understand that the process is for members to petition for a special meeting, then the board is supposed to call the meeting and hold a vote for their removal. The HOA is professionally managed and this company knows it will lose its contract once these board members are removed.

Our concerns are:
1. Reducing/combining effort to gather signatures
2. Avoiding relying on the Board (and mgt company) to properly and reasonably conduct the business and call and hold a meeting to remove themselves. We would expect them to delay as long as possible and hold the meeting at least 20 miles away at the management office if they cooperate at all.

First off, the bylaws state that "Special meetings of the Members may be called.... by signed petition of the Members having at least two-fifths of the votes entitled to be cast at such meeting."

Second, the removal clause simply says: "Any Director may be removed from office by the vote of two-thirds of the total ownership of the Common Elements."

Third, we believe that aside from logistics of gathering all of the votes, we believe that we can easily get the votes needed.

Questions:
1. What are the potential issues (if any) if the members schedule and hold the special meeting themselves without involving the board or mgt company (it seems like the CC&Rs allow this?)? Obv the management company and board members will receive meeting notices, but if they do not show can we still have the meeting and conduct business without any board members? What if the just the VP shows up?

2. Are there any issues with combining the petition for a meeting with the actual meeting notice? The thinking is that we would get 40%+ signatures on the combined document which also includes the meeting notice and then mail out the petition/meeting notice to all members. Part of the reason to combine is that the petition is also specifying the time and location of the meeting. Not that this couldn't be done with 2 documents, just wondering if it can be combined.

3. At the same time we collect the petition signatures, we will also collect absentee ballots voting on the removal of the directors. Any issues with this? Maybe that technically the meeting isn't yet called?

A suggestion - Small steps instead of one big step.

What about a petition amd vote of homeowners to hold the annual meeting nearby instead of 40 miles away?

Oh, and the proposed meeting would be 2-3 weeks away so plenty of time, we're not trying to rush anything unnecessarily.

NpS's advice misses some big things and gets some facts from your posts wrong-WTH?

First thing to do is an information request. State law and your HOA's governing documents should allow you to get various financial and ownership records for the HOA. Get those, including a list of all owners and their information, if permissible.

Second, read all of the governing documents, not just the CC&Rs. They likely contain more requirements for meetings and state who is in charge at a meeting.

Third, generally I would not combine documents for this, since every little thing will be contested.

Fourth, do your HOA's governing documents allow actions to be taken by written consent (instead of at a meeting)? If so, if the approval threshold for written consents is achievable, I would try doing this all by written consent, not at a meeting. Written consents are easier.

Fifth, get a lawyer to look at or prepare the documents you're using.

Sixth, notify the whole community of what you propose for a meeting time and location. The more your steps are publicized, the harder it will be for the board to stand up against them, assuming your neighbors are on your side.

I re-read the statutes on this, and talked with an attorney and I think I have achieved clarity. I'll post my conclusions here in case it can help anyone else in Arizona, and also I welcome comments and feedback.

An analysis of ARS 33-1813
https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/33/01813.htm

This statute is clear that it supersedes our CC&Rs/Bylaws and that this is the process to follow. I wish I could use italics and bold but the format is bascially the law followed by my comments.

I've edited down the "extra" verbiage (such as declarant-related and obvious language that is super clear and language for mega-HOAs) to make it clearer.

A. Notwithstanding any provision of the declaration or bylaws to the contrary, all of the following apply to a meeting at which a member of the board of directors... is proposed to be removed from the board of directors:

This means that it doesn't matter what's in the Bylaws, this statute applies. Key phrase: ALL OF THE FOLLOWING.

1. The members of the association who are eligible to vote at the time of the meeting may remove any member of the board of directors... by a majority vote of those voting on the matter at a meeting of the members.

We need only a majority vote of the votes cast!

2. The meeting of the members shall be called pursuant to this section and action may be taken only if a quorum is present.

Quorum defined in (d), below.

3. The members of the association may remove any member of the board of directors with or without cause...

Self explanatory.

(a) ... on receipt of a petition that calls for removal of a member of the board of directors and that is signed by... at least twenty-five percent of the votes in the association, the board shall call and provide written notice of a special meeting of the association as prescribed by section 33-1804, subsection B.

So we need 10 signatures on a petition to call the special recall meeting.
I think it's clear that the board MUST call the meeting and that we cannot; however, we can probably petition for a specific meeting time and place. Unclear if they have to honor the time and place specification. 33-1804(B) says:

B. ...Special meetings of the members' association may be called by... members having at least twenty-five percent of the votes in the association. Not fewer than ten nor more than fifty days in advance of any meeting of the members the secretary shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address for each lot...

Again, 10 votes to call a meeting. In place of the Secretary, this would be the HOA mgmt company.

(c) The special meeting shall be called, noticed and held within thirty days after receipt of the petition.

They have 30 days...

(d) For purposes of a special meeting... a quorum is present if the number of owners... equal to at least twenty percent of the votes of the association... is present at the meeting in person or as otherwise permitted by law.

Otherwise permitted by law probably means an absentee ballot is OK, but otherwise we need 8 members live in person for quorum. Still unclear about live vs absentee ballot but getting 8 to attend should be easy.

(g) A petition that calls for the removal of the same member of the board of directors shall not be submitted more than once during each term of office for that member.

We get one shot at this.

6. On removal of a majority of the members of the board of directors at a special meeting of the membership called pursuant to this subsection, or if the community documents do not provide a method for filling board vacancies, the association shall hold an election for the replacement of the removed directors at a separate meeting of the members of the association that is held not later than thirty days after the meeting at which the members of the board of directors were removed.

We hold an election within 30 days after this meeting.

Since it's referencing a different statute (33-1804) with a different timeline, I would assume that the 30 days in 33-1813 overrides. Something the legislature probably needs to tighten up.

Ryan

1. The members of the association who are eligible to vote at the time of the meeting may remove any member of the board of directors... by a majority vote of those voting on the matter at a meeting of the members.

We need only a majority vote of the votes cast!

The above scares me as you are the only association I know of needing only a majority of the Quorum to remove a BOD Member. Most association Bylaws call for 51% approval from all members/owners.

I am not saying it cannot happen. I am just suggesting you be sure.

And by 50%+ and 66%+, I mean of all members, not just those voting.